6 H I G H L I G H T S January March Nevaris makes its first appearance at the BAU 2013 Scia starts eighth international user competition: 127 projects are nominated Maxon announces strategic partnership with Adobe: New dimensions for creating digital media content April May The new release of the Vectorworks Nomad app enables mobile access to all planning levels anytime, anywhere Winning design for the Museum of Bavarian History planned with BIM Allplan solution and visualized with CINEMA 4D from Maxon Vectorworks reinforces local presence in Chicago and Los Angeles July August Graphisoft named 2013/14 National Champion of the European Business Awards Nevaris AVA software wins Red Dot Award Maxon Cinema 4D wins the CGW Silver Edge Award 2013 for special innovations in 3D technology October November December Graphisoft with new subsidiary in Mexico City as a sales, marketing and service hub for the entire region Nikken Sekkei and Graphisoft form strategic partnership ArchiCAD 17 and BIMx named BIM products of the year bim+ goes live DDS becomes 12th brand of the Nemetschek Group after successful acquisition Nemetschek Vectorworks nominated one of Baltimore s top 100 employers

7 C O N T E N T S TO OUR SHAREHOLDERS Letter to the Shareholders The Executive Board Report of the Supervisory Board Nemetschek on the Capital Market Corporate Governance EXCELLENCE IN AECM GROUP MANAGEMENT REPORT NEMETSCHEK AG Basic information on the group Business model of the group Corporate management Objectives and strategy Employees Research and development Sustainable and responsible behavior Economic report Overall conditions Business performance and events with a significant effect on business performance Development of the material performance indicators Earnings situation Financial position Net assets Comparison of actual to forecast business development Overall presentation Opportunity and risk report Other disclosures Subsequent events report Conclusion on the dependency report Forecast report 2014 CONSOLIDATED FINANCIAL STATEMENTS OF NEMETSCHEK AG (IFRS) Consolidated statement of comprehensive income Consolidated statement of financial position Consolidated cash flow statement Consolidated statement of changes in equity Notes to the consolidated financial statements Declaration of the legal representatives Auditor`s report FINANCIAL STATEMENTS OF NEMETSCHEK AG (HGB) Balance sheet Profit and loss account Picture credits Financial Calendar 2014 / Publication Details

8 The Metropol Parasol is the new landmark of the City of Seville. The largest wooden structure in the world was planned using ArchiCAD from Graphisoft. The building, designed by architect Jürgen Mayer H., was also nominated for the 2013 Mies van der Rohe Award. With its organic forms, the building was constructed on the site of the former market hall, and today houses shops, restaurants and an archeological museum.

10 A E E X C E L L E N C M E CINEMA 4D IS AN ELEMENTARILY IMPORTANT TOOL WHOSE FLEXIBILITY AND STABILITY HAVE PROVEN IT TO BE MORE THAN SUITABLE FOR USE. Levin Dolgner, Visualizer for wörner traxler richter, Frankfurt

11 The award-winning design for the Museum der Bayerischen Geschichte [Museum of Bavarian History] in Regensburg was planned by architecture office wörner traxler richter using Nemetschek software. Allplan Architecture was used in close combination with the rendering software CINEMA 4D from Maxon. This made it possible to practically solve and visualize complex challenges such as a 2,500 m 2, column-free level on the upper story for the areas of the permanent exhibition.

12 Architecture office wörner traxler richter used Allplan Architecture to design an urban novelty in the form of the Health Center of the Tübingen University Clinic. The exterior of the compact, sevenstory tower is marked by square windows of various sizes. They are reminiscent of picture frames that draw one s gaze to the landscape of the area.

15 The Competence Center of the Rabo-Bank resulted from the amalgamation of two branches in Roermond and Echt in the Netherlands. As a user of Allplan Engineering, engineering office van Werf en Nass entered its stress planning in the Nemetschek Scia user competition. The building, whose design is based on the form of an upright snake, is aligned with the sun in such a way that it lies in its own shadow and therefore requires less air-conditioning capacity.

16 The residential building designed by architecture office LEVENBETTS is located in Columbia County in the USA. Vectorworks was used to plan the modern building according to strict linear patterns so that it blends in with the clear lines of the surrounding landscape, which mainly consists of farmland.

20 T O O U R S H A R E H O L D E R S Dr. Tobias Wagner, Executive Board Dear Shareholders, Nemetschek AG looks back on a successful 2013 financial year. We recorded solid growth in 2013 and were able to accelerate our growth in the final quarter. What s more: Our earnings rose more strongly than revenues. In total, the revenue of the Nemetschek Group increased by around 6 percent to EUR million. The earnings before interest, taxes, depreciation and amortization (EBITDA) rose by 13 percent to EUR 46.3 million. The operating margin increased to 24.9 percent. As a globally leading technology group, we offer our customers excellent software solutions and excellent service throughout the life cycle of buildings and building structures in the AECM (Architecture, Engineering, Construction, Management) sector as well as in the multimedia industry. The successful development of the Nemetschek Group is underscored by the high level of trust our customers have in our offerings. About 1.2 million users in 142 countries now work with software solutions from Nemetschek. In the 2013 financial year, we organically expanded our solution portfolio and presented numerous improvements to our products as well as innovations. In terms of geography, too, we expanded our markets and strengthened our international activities. For example, in November 2013 Graphisoft announced a promising strategic partnership with Japan-based Nikken Sekkei, one of the world s largest architecture offices. The core of this collaboration is the foundation of a joint BIM competence and research center to advance building information modeling in Japan and Southeast Asia. We are represented in all major regions of the world as a reliable partner for our customers. The acquisition of Data Design System ASA (DDS), Norway, was a further milestone. DDS, which has been integrated into the Group as the 12th brand, is a renowned provider of CAD for intelligent building planning. With DDS planning software for mechanical, electrical and plumbing (MEP) systems, heating, ventilation and air-conditioning, and photovoltaic engineering, the Nemetschek Group extends its service offerings to include strategically important components of MEP design solutions. Of course, we aren t just sitting back and enjoying our success. Quite the contrary, with ambition and optimism we look to the future, which we would like to actively and meaningfully contribute to in our industries. Our sector is in a state of transformation and is experiencing the greatest changes since the introduction of the computer. We are addressing ourselves to the technological trends in our markets, such as building information modeling (BIM), process management, networking, collaboration, cloud computing, internet and mobile solutions for tablets and smartphones. Studies show that, in terms of digitalization, the construction and real estate industries are far behind other industries, e.g., the finance or automotive sectors. There is a huge need to

21 TO OUR SHAREHOLDERS Letter to the Shareholders catch up. This is about to change. For example, at the beginning of 2014 the European Parliament announced that the Public Procurement Law of the European Union will be further developed and the use of computerbased methods, such as BIM, for the awarding of public building contracts and tenders will be recommended. The adoption of the directive for the EU public procurement law means that by 2016 all 28 member states of the European Union are to promote the use of BIM for the implementation of publicly financed building and infrastructure projects and are to make this compulsory. Everything that can be digital and online will be digital and online. For us as a provider of software solutions, the potentials and opportunities are enormous. It is our job to provide the best responses to our customers demands and to do so for all phases of the life cycle of buildings and real estate, from design to the building process to real estate management. We provide excellent solutions for the AECM industry of tomorrow so that our customers can manage the challenges of costs, time and quality in their projects in the very best possible way. We therefore set the highest standards for our products and solutions in terms of performance, quality, user-friendliness and user benefits. It is our continued aim to offer the most innovative tools and best process and collaboration solutions for our customers benefit. In this way, we set standards, as in the case of open building information modeling (Open BIM). We will continue to strengthen the innovative power of our corporate group. With new products and solutions we want to expand our market position. Through increased global presence and strong sales and service we will secure customer access, customer proximity and customer satisfaction. Profitable, sustainable growth organic and through acquisitions in the AECM market is our declared goal. Our starting point is outstanding. On the one hand, as a result of our solid balance sheet and high liquidity reserves, we have the financial means to invest in the future, including corporate acquisitions. On the other hand, at Nemetschek, we have the people who are wholeheartedly and foresightedly committed to the success of the Nemetschek Group and its customers. Another positive aspect is that the executive board grew in November 2013 when Viktor Várkonyi and Sean Flaherty joined the team. Both have international as well as software industry experience. In addition, since March 2014, Patrik Heider has been serving as CFOO on the executive board of Nemetschek AG and contributing comprehensive operating and strategic experience to the Nemetschek Group. And not least important, we are ideally positioned as a group. Our organization is decentralized with a strategic holding and twelve strong, independent brands. Consequently, we are able to recognize advances as they happen, with close customer orientation at the core of the markets. It goes without saying that we want to be better than the competition in doing so. We therefore start the new year with optimism, great enthusiasm and a clear goal, and we look forward to continued growth in terms of revenues and earnings. We expect an increase in revenues of 11 to 14 percent and an EBITDA margin in the amount of 23 to 25 percent for the 2014 financial year. Dear Shareholders, we also want you to benefit from this positive business development. For the 2013 financial year, we will also distribute a dividend, which will be related to the of the operating cash flow. The supervisory board and executive board will therefore propose a dividend in the amount of EUR 1.30 per share to the Annual General Meeting on May 20, We would like to take the opportunity to thank all of our customers, partners and shareholders of the company for their trust and cooperation. Our special gratitude likewise goes out to the employees in our brand companies worldwide, whose hard work, creative power and motivation to provide customers with excellent software and excellent service were the cornerstones for the success of the Nemetschek Group in With this in mind, we will be working with pleasure and energy for the success of the Nemetschek Group and its shareholders in the year Sincerely yours, Tobias Wagner 17

22 Benchmark: Nothing less than perfection! Dr. Tobias Wagner, Executive Board of Nemetschek AG Passionate people will turn the impossible into reality. Viktor Várkonyi, Executive Board of Nemetschek AG and CEO of Graphisoft Efficiency and effectiveness is an organizational mindset. Patrik Heider, CFOO and Spokesman of the Executive Board of Nemetschek AG Commitment to great employees will produce great products. Sean Flaherty, Executive Board of Nemetschek AG and CEO of Nemetschek Vectorworks

23 TO OUR SHAREHOLDERS The Executive Board T B H O E A R D E X E C U T I V E DR. TOBIAS WAGNER Executive Board of Nemetschek AG (until March 31, 2014) Born in 1968, studied Business Administration at the WHU Otto Beisheim School of Management in Koblenz, Germany, as well as in France and the USA. He completed his doctorate in Psychology at the Friedrich-Schiller- Universität, Jena, Germany. In addition to many years of experience in management positions, he has proven expertise in real estate management as well as in the area of software and innovative internet solutions. VIKTOR VÁRKONYI Executive Board of Nemetschek AG (since November 1, 2013) and CEO of Graphisoft Born in 1967, studied Electrical Engineering and Computer Science at the Technical University of Budapest and holds an MBA from Purdue University Krannert School of Management. With more than 20 years of experience at Graphisoft, he joins the executive board team with a passion for technology and an international background. SEAN FLAHERTY Executive Board of Nemetschek AG (since November 1, 2013) and CEO of Nemetschek Vectorworks Born in 1969, studied Computer Science and holds a Bachelor of Science degree (B.S.) from the University of Maryland, USA. He possesses extensive international market expertise as well as many years of experience in the software industry and has been working for Vectorworks for more than 25 years. PATRIK HEIDER CFOO and Spokesman of the Executive Board of Nemetschek AG (since March 1, 2014) Born in 1973, studied Business Administration at the Fachhochschule Konstanz. Besides many years of experience and in-depth expertise in finance, he possesses international project management experience, comprehensive know-how in M&A transactions and a high level of strategic leadership competence. 19

24 REPORT OF THE SUPERVISORY BOARD The supervisory board of Nemetschek AG carried out the tasks assigned to it by law, the articles of incorporation and rules of procedures with the utmost care in the fiscal year In the leadership of the company, the supervisory board supported the executive board in an advisory capacity and followed and monitored the company s management and development within the scope of an intensive and open dialog. The executive board instructed the supervisory board regularly and comprehensively, as well as orally and in writing, with regard to corporate planning, development of revenues, earnings and liquidity, strategic action, planned investments, the fulfillment of the planning of the Group and the individual brand companies including the risk profile and risk management. Current quarterly development and short- and medium-term prospects as well as the long-term growth and earnings strategy were regularly discussed and, within the scope of regular meetings over the course of the year, discussed and scrutinized. The supervisory board was involved in decisions of fundamental importance for the company and obtained holistic information on backgrounds and contexts. On the basis of the executive board s reports, the supervisory board supported the executive board s work and made decisions on actions requiring approval. The committee continuously dealt with the risk situation of the Group. The deliberations focused on the strategic alignment of the Nemetschek Group, addressing international markets and further development of the solution portfolio. Detailed reports concerning the brand companies in the Nemetschek Group were also requested. Business performance which deviated from the corresponding annual planning and annual targets was openly discussed in detail at the supervisory board meetings and jointly analyzed. Regulatory measures were initiated, where required. Moreover, the committee formed its own picture of the companies. At the meetings, the supervisory board was regularly occupied with the development of the Group and individual brands, as well as with the assets, financial position and implementation of the strategies. The executive board presented acquisition projects, which were then decided on in close collaboration with the supervisory board. Prior to the acquisition of Data Design System, headquartered in Norway, the target company was analyzed in detail and the opportunities and risks extensively debated and discussed with the committee. MEETINGS AND TOPICS OF FOCUS In the fiscal year 2013, five regular supervisory board meetings were held in the months of March (balance sheet meeting for the 2012 financial report), June, July, October and December. The supervisory board was represented in full at the meetings. In addition to the meetings, the written circular procedure was used for further urgent resolutions on current topics.

25 TO OUR SHAREHOLDERS Report of the Supervisory Board The meetings and further discussions outside of the meetings focused on the following topics, which were the subject of intensive deliberation and verification: Annual financial statements and consolidated financial statements for the 2012 fiscal year Invitation and agenda items for the regular 2013 Annual General Meeting with proposed resolutions including the dividend proposal to the Annual General Meeting Executive board and managing directors specification of targets reached in 2012 and release of payment of variable remuneration shares as well as the definition of target agreements for the 2013 fiscal year Declaration of Conformity in accordance with the German Corporate Governance Code Selection and appointment of a new executive board team Strategic alignment of the Nemetschek Group and brand companies International market activities as well as opportunities and risks of expansion Product developments and innovations of the respective brand companies regarding topics such as the internet, cloud, collaboration and digitalization Realignment of the brand company Allplan Acquisition projects, interests and cooperations Acquisition and integration of Data Design System Internal control and early stage risk detection systems, compliance Corporate planning and investment projects for 2014 EXECUTIVE BOARD MEMBERS The following changes were made in the executive board in the fiscal year Until the end of August 26, 2013, Tanja Tamara Dreilich stepped down as the sole member of the executive board. Dr. Tobias Wagner was appointed as the successor by the supervisory board on August 29, 2013, first as sole member of the executive board and since November 1, 2013 as spokesman. Dr. Wagner has many years of national and international experience in management positions and proven expertise in real estate management as well as in the area of software and innovative web solutions. His main tasks were the management of the strategic holding, representation of Nemetschek AG on the capital market, accompaniment of the acquisition of Data Design System, realignment of the Allplan Group together with the new management team as well as reworking and structuring of numerous other subjects and projects. On November 1, 2013, Viktor Várkonyi, CEO of Graphisoft SE since 2009, and Sean Flaherty, CEO of Nemetschek Vectorworks, Inc. since 2005, were appointed as further members of the executive board of Nemetschek AG. Both managers convince with their sharp business sense, strategic leadership skills and a passion for technology. Furthermore, they bring with them comprehensive knowledge of international markets. By adding experienced brand CEOs to the executive board of Nemetschek AG, the supervisory board relies on the strengths of the brand companies to extend the market position of the Nemetschek Group worldwide. In the future as well, the two executive board members will continue to serve in the position of CEO of their respective brand companies. The executive board team is complete as of March 1, 2014 with the appointment of Patrik Heider. Serving as CFOO (Chief Financial & Operations Officer) and spokesman of the executive board, Mr. Heider will make up the newly formed executive board team together with Sean Flaherty and Viktor Várkonyi. Patrik Heider contributes to the Nemetschek Group extensive operating and strategic experience with globally active and expanding companies. He has comprehensive expertise in the finance and M&A sectors and a pronounced strength in terms of implementation, experience in international project management and strategic leadership skills. 21

26 Dr. Tobias Wagner will cease his activities on the executive board according to plan at the end of March The supervisory board cordially thanks Dr. Tobias Wagner for his outstanding performance. The three-man team will continue the growth course of the Nemetschek Group and its internationalization. SUPERVISORY BOARD MEMBERS As in the previous year, the supervisory board is made up of three members. There were no changes in personnel. The formation of supervisory board committees is not expedient since the supervisory board comprises three members. The supervisory board was aware of no conflicts of interest on the part of any of the supervisory board members. In this context, the following is to be noted: Within the scope of a follow-up plan, the members of the Nemetschek family consolidated their Nemetschek shares at the end of December 2013; Prof. Georg Nemetschek, Ingrid Nemetschek, Alexander Nemetschek and Dr. Ralf Nemetschek contributed a total of 4,655,732 shares to the newly founded Nemetschek Vermögensverwaltungs GmbH & Co. KG, Grünwald. 500,000 shares will continue to be held directly by Prof. Georg Nemetschek. Moreover, a pooling agreement was concluded between Nemetschek Vermögensverwaltungs GmbH & Co. KG and Prof. Georg Nemetschek for the respectively held shares. Nemetschek Verwaltungs GmbH is a general partner of Nemetschek Vermögensverwaltungs GmbH & Co. KG. Prof. Georg Nemetschek is the general manager. Prof. Georg Nemetschek exercises significant influence in Nemetschek Verwaltungs GmbH and thus directly in Nemetschek Vermögensverwaltungs GmbH & Co. KG. Despite the shareholder position of Prof. Georg Nemetschek described above, the supervisory board has no reason to doubt the independence of Prof. Georg Nemetschek as a member of the supervisory board. The supervisory board remains convinced that his actions as a member of the supervisory board will be solely governed by the well-being of the company. Furthermore, besides the Nemetschek shares, Prof. Georg Nemetschek has no entrepreneurial interest which would constitute a conflict of interest. AUDIT OF THE 2013 ANNUAL FINANCIAL STATEMENTS AND CONSOLIDATED FINANCIAL STATEMENTS On May 16, 2013, the Annual General Meeting of Nemetschek AG selected the Ernst & Young GmbH auditing firm, Munich, as auditors and group auditors for the 2013 fiscal year. The supervisory board has investigated the independence of the auditors and obtained a written declaration of independence from the auditors. The annual financial statements prepared by the executive board according to the German Commercial Code (HGB), taking into consideration the accounting principles and annual report of Nemetschek AG for the 2013 fiscal year, the consolidated financial statements prepared according to the International Financial Reporting Standards (IFRS), as applicable in the EU, and also according to 315a Paragraph 1 of the German Commercial Code (HGB), and the consolidated annual report for the 2013 fiscal year have been audited and approved without qualification by auditing firm Ernst & Young GmbH, Munich. The specified final documents of the AG, the Group and the executive board s proposal on the appropriation of profits as well as the auditor s reports were available to the members of the supervisory board in good time and during the balance sheet meeting on March 20, The auditor took part in the meeting, reported extensively on his auditing activities and the main audit results, explained his audit report, and provided detailed answers to all of the supervisory board members questions. Taking the auditor s reports into consideration, the supervisory board has examined the annual financial statements, the management report, the consolidated financial statements, and the Group s management report and is convinced of the correctness and completeness of the actual information. The supervisory board concurs with the result of the audit performed by the auditor and has determined, within the scope of its own investigations, that there are no reservations whatsoever to be raised. The supervisory board approved the 2013 financial statements and consolidated financial statements of Nemetschek AG at the balance sheet meeting of March 20, The annual financial statements of Nemetschek AG for the fiscal year 2012 are thus final within the scope of 172 of the German Stock Corporation Act (AktG).

27 TO OUR SHAREHOLDERS Report of the Supervisory Board REPORT OF THE EXECUTIVE BOARD ON RELATIONSHIPS WITH AFFILIATED COMPANIES The auditor also examined the report of the executive board prepared as per 312 of the German Stock Corporation Act (AktG) on relationships with affiliated companies in the period from December 30, 2013 to December 31, 2013 and reported the result of the examination. The following approval was granted: Following our mandatory examination and assessment, we confirm that 1. the actual details of the report are correct, 2. no legal transactions or measures subject to mandatory reporting were undertaken or omitted in the period from December 30, 2013 to December 31, The supervisory board examined the report on relationships with affiliated companies in the period from December 30, 2013 to December 31, 2013 and discussed it at its meeting of March 20, It raised no reservations regarding the declaration of the executive board or the examination result of the auditor. DIVIDEND After conducting its own investigations, the supervisory board concurred with the proposal of the executive board on the use of retained earnings at the balance sheet meeting. In accordance with legal rulings and the articles of incorporation, it was decided to propose the following appropriation of profits to the Annual General Meeting on May 20, 2014: Of the balance sheet profit amounting to EUR 63,059,122.95, an amount of EUR 12,512, will be paid out to the shareholders. This represents a dividend per share of EUR 1.30 (previous year: EUR 1.15). The remaining balance sheet profit of EUR 50,546, will be carried to a new account. CORPORATE GOVERNANCE The supervisory board and executive board have deliberated on the principles of good corporate governance and obtained ongoing information on the further development of the corporate governance standards. The supervisory board and executive board submitted an updated declaration of conformity as per 161 of the German Stock Corporation Act (AktG) in March 2014 and made this permanently available to shareholders via the company website. Nemetschek AG conforms to the recommendations of the Government Commission of the German Corporate Governance Code as per the version of the code published in June 2013, with the exception of the justified deviations specified in the declaration of conformity. Please refer to the Corporate Governance section in the annual report for more details on that topic. The supervisory board thanks all employees who work for the Nemetschek Group worldwide for their dedicated commitment in the 2013 fiscal year. Also at this time, the supervisory board would like thank the executive board and the managing directors and express appreciation of their personal engagement. Munich, March 20, 2014 Kurt Dobitsch Chairman of the Supervisory Board 23

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